EQS-Ad-hoc: Galapagos S.A. / Key word(s): Personnel/Insolvency
Galapagos S.A.: NOTICE
25-Aug-2019 / 17:15 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS Group AG.
The issuer is solely responsible for the content of this announcement.
NOTICE Galapagos S.A. Effective Place of Management: Cecilienallee 7 40474 Düsseldorf Germany
Senior Secured Floating Rate Notes due 2021 ISIN Code: XS1071411547 / XS1072185488 5.375% Senior Secured Fixed Rate Notes due 2021 ISIN Code: XS1071419524 / XS1072194803
Düsseldorf - 16:30 pm CET, 23 August 2019 Galapagos S.A. (the "Company") announces that it received at its registered office on Friday 23 August 2019 a notification that, as part of the enforcement of a Luxembourg law governed share pledge agreement over the shares in the Company, UniCredit Bank AG, London Branch as security agent exercised its voting rights in relation to the shares in the Company and dismissed Mr Matthew Charles Turner, class A director (administrateur de catégorie A) and Mr John Samuel Keen, class B director (administrateur de catégorie B), as directors (administrateurs) with effect as of the date hereof and appointed Mr Jan Bayer as sole director of the Company, with effect as of the date hereof, until the general meeting of shareholders convened to approve the Company's annual accounts for the financial year 2019.
The head office, the principal place of business and the effective place of management of the Company is now located in Düsseldorf, Germany. Please take note that the Company's address for all notices or communications, effectively immediately, will therefore be changed from:
20 Davis Way Newgate Lane Fareham Hampshire PO14 1AR United Kingdom
Cecilienallee 7 40474 Düsseldorf Germany Attn: Jan D. Bayer
The registered address will until further notice remain at 2c Rue Albert Borschette, L-1246 Luxembourg.
Furthermore, the Company today filed an application for the initiation of insolvency proceedings with the competent Local Court of Düsseldorf due to pending illiquidity and over-indebtedness (the "German Proceedings").
By way of order of 23 August 2019, 2:15 CET the Local Court of Düsseldorf has appointed Dr. Frank Kebekus as the preliminary insolvency administrator of the assets of the Company and, inter alia, ordered that no enforcement over the shares in, and the preferred equity certificates of, Galapagos BidCo S.à r.l. may occur (section 21 subsection 2 S.1 No. 5 German Insolvency Code (InsO)) for the duration of preliminary insolvency proceedings.
The Company also announces that it no longer envisages implementing the Transaction previously announced, and as defined in, the Company's announcement published on 7 June 2019.
This morning the Company withdrew its instructions to its counsel to proceed with the application in the English High Court and opposed the making of any administrative order in the English High Court and understands that these proceedings have been overtaken by the order referred to above.
The German Proceedings and the Application are in respect of the Company only. None of the Company's subsidiaries has applied or, as far as the Company is aware, anticipates applying for such or similar proceedings and the Company does not expect either the German Proceedings or the Application to affect the underlying operating businesses of Kelvion and ENEXIO, which will continue as previously.
To contact Galapagos S.A. please write to the above address FAO: Jan Bayer Telephone: +49 211 518 9890 / +49 172 656 8153 Email: email@example.com
For further information, please contact:
Jan Bayer Telephone: +49 211 518 9890 / +49 172 656 8153 Email: firstname.lastname@example.org
This announcement contains inside information of Galapagos S.A. for the purposes of Article 7 under Regulation (EU) 596/2014.
Galapagos S.A. is a public limited liability company (Société Anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2c Rue Albert Borschette, L-1246 Luxembourg, and being registered with the Luxembourg trade and companies register under number B 186 314.
25-Aug-2019 CET/CEST The EQS Distribution Services include Regulatory Announcements, Corporate News and Press Releases. Archive at www.dgap.de/international
|ISIN:||XS1071411547, XS1072185488, XS1071419524, XS1072194803|
|Listed:||Foreign Exchange(s) Luxembourg Stock Exchange|
|EQS News ID:||862677|
|End of Announcement||EQS News Service|